TIDMETO
RNS Number : 2998D
Entertainment One Ltd
30 January 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY PROVINCE OR TERRITORY OF CANADA
OTHER THAN ONTARIO, QUEBEC, ALBERTA, MANITOBA AND BRITISH COLUMBIA
OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION IS UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF
THIS ANNOUNCEMENT.
30 January 2018
Entertainment One Ltd. ("eOne", the "Company")
Results of Placing
eOne is pleased to announce the successful completion of the
placing announced on 29 January 2018 by the Company (the
"Placing").
A total of 17,475,000 new common shares of no par value (the
"Placing Shares") have been placed by J.P. Morgan Securities plc,
which conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove"), Investec Bank plc ("Investec")
and RBC Europe Limited ("RBC Capital Markets") (together, the
"Bookrunners") at a price of 305 pence per Placing Share (the
"Placing Price"), raising gross proceeds of approximately GBP53m
(approximately US$75m). The Placing Price represents a discount of
2.3 per cent. to the closing price on 29 January 2018. The net
placing price of approximately 297 pence per Placing Share to be
received by the Company after expenses directly attributable to the
Placing represents a discount of approximately 5.0 per cent. to the
closing price on 29 January 2018. The Placing Shares being issued
represent approximately 4.0 per cent. of the issued share capital
of the Company prior to the Placing.
Applications have been made for admission of the Placing Shares
to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market of
the London Stock Exchange (together "Admission"). It is expected
that Admission will take place at 8.00 a.m. on 1 February 2018 at
which time dealings in the Placing Shares will commence.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing common shares of
no par value in the share capital of the Company, including the
right to receive all dividends and other distributions declared,
made or paid after the date of issue of the Placing Shares.
The Placing is conditional upon, amongst other things, Admission
becoming effective by 8.00 a.m. on 1 February 2018 (or such later
time and/or date as the Bookrunners may agree with the Company) and
the placing agreement entered into by the Company with the
Bookrunners not being terminated in accordance with its terms
before that time.
Total voting rights
Following Admission becoming effective, the Company's issued
share capital will consist of 449,108,687 common shares with voting
rights. Therefore, the total number of voting rights in the Company
will be 449,108,687. This figure may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Contacts
Entertainment One Ltd. +44 (0) 20 3714 7931
Patrick Yau, Investor Relations Director
J.P. Morgan Cazenove +44 (0) 20 7742 4000
Hugo Baring
Virginia Khoo
Laurene Danon
Investec +44 (0) 20 7597 5970
Patrick Robb
Sara Hale
Neil Coleman
Royal Bank of Canada
James Obright +1 416 842 7575
Rupert Walford +44 (0) 20 7653 4000
Will Smith +44 (0) 20 7653 4000
IMPORTANT NOTICE:
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which these materials are
released, published, distributed or forwarded should inform
themselves about and observe such restrictions. The information
contained herein is not for release, publication, distribution or
forwarding, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United
States and the District of Columbia). Any failure to comply with
any such restrictions may constitute a violation of the securities
laws of such jurisdiction.
This announcement does not contain or constitute an offer to
sell or the solicitation of an offer to purchase securities to any
person with a registered address in, or who is resident in,
Australia, New Zealand, Japan, the Republic of South Africa (each a
"Restricted Jurisdiction") or in any jurisdiction in which such an
offer or solicitation is unlawful. None of the securities referred
to herein have been or will be registered under the relevant laws
of any state, province or territory of Australia, New Zealand,
Japan or the Republic of South Africa. Subject to certain limited
exceptions, none of these materials will be released, published,
distributed or forwarded in or into Australia, New Zealand, Japan
or the Republic of South Africa.
This announcement does not contain or constitute an offer to
sell or the solicitation of an offer to purchase securities in any
province or territory or Canada other than the Provinces of
Ontario, Quebec, Alberta, Manitoba and British Columbia and in
those provinces, only to purchasers that are not individuals and
that qualify as both an "accredited investor" and a "permitted
client" under applicable Canadian securities laws. This
announcement does not constitute an "offering memorandum" within
the meaning of the securities laws of any province or territory of
Canada.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The securities referred to herein have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or jurisdiction of the United
States, and may not be offered or sold in the United States absent
registration under the Securities Act or an available exemption
from, or transaction not subject to, the registration requirements
of the Securities Act. There will be no public offer of the
securities in the United States. None of the Placing Shares, this
announcement or any other document connected with the Placing has
been or will be approved or disapproved by the United States
Securities and Exchange Commission or by the securities commissions
of any state or other jurisdiction of the United States or any
other regulatory authority, and none of the foregoing authorities
or any securities commission has passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy
of this announcement or any other document connected with the
Placing. Any representation to the contrary is a criminal offence
in the United States.
J.P. Morgan Securities plc (which operates its investment
banking activities in the United Kingdom as J.P. Morgan Cazenove)
is authorised by the Prudential Regulation Authority and regulated
in the United Kingdom by the Prudential Regulation Authority and
the Financial Conduct Authority.
Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Prudential
Regulation Authority and the Financial Conduct Authority.
RBC Capital Markets is the business name used by RBC Europe
Limited, which is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the PRA and is a subsidiary of the Royal Bank
of Canada.
Each of the Bookrunners is acting exclusively for the Company
and no one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this document) as a
client in relation to the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
relation to the Placing or any matters, transactions or
arrangements referred to in this document. Apart from the
responsibilities and liabilities, if any, which may be imposed on
the Bookrunners by the Financial Services and Markets Act 2000, as
amended ("FSMA") or the regulatory regime established thereunder,
neither Bookrunner accepts any responsibility whatsoever or make
any representation or warranty, express or implied, for the
contents of this document including its accuracy, completeness or
verification or for any statement made or purported to be made by
it, or on its behalf, in connection with the Company, the Placing
Shares or the Placing and nothing in this document shall be read as
a promise or representation in this respect whether as to the past
or future. The Bookrunners accordingly disclaim all and any
liability whatsoever arising in tort, contract or otherwise (save
as referred to above) which it might otherwise have in respect of
this document or any such statement.
Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this announcement. This announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
Members of the public are not eligible to take part in the
Placing. This announcement and the information contained herein are
for information purposes only and are directed only at (a) persons
in member states of the European Economic Area ("EEA") who are
qualified investors as defined in section 86(7) of FSMA ("Qualified
Investors") being persons falling with the meaning of Article
2(1)(e) of the EU Prospectus Directive (which means Directive
2003/71/EC and includes any relevant implementing directive measure
in any member state) (the "Prospectus Directive"); (b) in the
United Kingdom, to Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within Article 19(1) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) are persons
falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated (all such
persons together being referred to as "Relevant Persons"). Any
investment or investment activity in connection with the Placing
will be available to, and will only be engaged with, Relevant
Persons. Any person who is not a Relevant Person should not act or
rely on this announcement or any of its contents.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent
financial adviser.
This announcement has been issued by, and is the sole
responsibility of eOne. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
Neither the contents of eOne's website nor any website
accessible by hyperlinks on eOne's website is incorporated in, or
forms part of, this announcement.
This announcement should not be considered a recommendation by
the Bookrunners or any of their respective directors, officers,
employees, advisers or affiliates in relation to any purchase of or
subscription for securities. Neither of the Bookrunners, nor any of
their respective directors, officers, employees, advisers or
affiliates accepts any responsibility or liability whatsoever for
or makes any representation or warranty, express or implied, as to
this announcement, including the truth, accuracy, fairness,
sufficiency or completeness of the information or the opinions or
beliefs contained in this announcement (or any part hereof). None
of the information in this announcement has been independently
verified or approved by the Bookrunners or any of their respective
directors, officers, employees, advisers or affiliates. Save in the
case of fraud, no liability is accepted by the Bookrunners or any
of their respective directors, officers, employees, advisers or
affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this announcement or its contents or otherwise in connection with
this announcement. No person has been authorised to give any
information or to make any representations other than those
contained in this announcement and, if given or made, such
announcements must not be relied on as having been authorised by
the Company or either of the Bookrunners. Subject to the Listing
Rules, the Prospectus Rules, the Disclosure Guidance and
Transparency Rules and MAR, the issue of this announcement and any
subsequent announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Group since the date of this announcement or that the information
contained in it is correct as at any subsequent date.
This announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company, J.P.
Morgan Securities plc, Investec Bank plc, RBC Europe Limited or
their respective directors, officers, employees, agents, affiliates
and advisers, or any other party undertakes or is under any duty to
update this document or to correct any inaccuracies in any such
information which may become apparent or to provide you with any
additional information, other than any requirements that the
Company may have under applicable law or the Listing Rules, the
Prospectus Rules, the Disclosure Guidance and Transparency Rules or
MAR. To the fullest extent permissible by law, such persons
disclaim all and any responsibility or liability, whether arising
in tort, contract or otherwise, which they might otherwise have in
respect of this Announcement. The information in this announcement
is subject to change without notice.
The price of shares and any income expected from them may go
down as well as up and an investor may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
In connection with the Placing, each of the Bookrunners and any
of their affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for the own accounts such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, the
Bookrunners and any of their affiliates acting in such capacity. In
addition, the Bookrunners and any of their affiliates may enter
into financing arrangements (including swaps) with investors in
connection with which the Bookrunners and any of their respective
affiliates may from time to time acquire, hold or dispose of
shares. The Bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Company's common
shares may decline and investors could lose all or part of their
investment; the Company's common shares offer no guaranteed income
and no capital protection; and an investment in the Company's
common shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating
the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunners
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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